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HomeMy WebLinkAboutContract 59402FORT WORTH CSC No. 59402 CITY OF FORT WORTH COOPERATIVE PURCHASE AGREEMENT This Cooperative Purchase Agreement ("Agreement") is entered into by and between Vertosoft LLC ("Vendor") and the City of Fort Worth, ("City"), a Texas home rule municipality. The Cooperative Purchase Agreement includes the following documents which shall be construed in the order of precedence in which they are listed: 1. This Cooperative Purchase Agreement; 2. Exhibit A — Workiva Quote and Statement of Work and EULA 3. Exhibit B — Texas Department of Information Resources DIR-TSO-4227; and 4. Exhibit C — Conflict of Interest Questionnaire. Exhibits A, B, and C which are attached hereto and incorporated herein, are made a part of this Agreement for all purposes. Vendor agrees to provide City with the services and goods included in Exhibit A pursuant to the terms and conditions of this Cooperative Purchase Agreement, including all exhibits thereto. City shall pay Vendor in accordance with the fee schedule in Exhibit A and in accordance with the provisions of this Agreement. Total payment made under this Agreement for the first year by City shall not exceed an amount up to Two Hundred Fifty Thousand and 00/100 dollars ($250,000.00). Vendor shall not provide any additional items or services or bill for expenses incurred for City not specified by this Agreement unless City requests and approves in writing the additional costs for such services. City shall not be liable for any additional expenses of Vendor not specified by this Agreement unless City first approves such expenses in writing. The term of this Agreement shall be effective beginning on the date signed by the Assistant City Manager below ("Effective Date") and expires on September 28, 2024 to coincide with the Cooperative Purchase Agreement. City shall be able to renew this agreement for one (1) additional one-year option by written agreement of the parties. Vendor agrees that City shall, until the expiration of three (3) years after final payment under this Agreement, or the final conclusion of any audit commenced during the said three years, have access to and the right to examine at reasonable times any directly pertinent books, documents, papers and records, including, but not limited to, all electronic records, of Vendor involving transactions relating to this Agreement at no additional cost to City. Vendor agrees that City shall have access during normal working hours to all necessary Vendor facilities and shall be provided adequate and appropriate work space in order to conduct audits in compliance with the provisions of this section. City shall give Vendor reasonable advance notice of intended audits. Notices required pursuant to the provisions of this Agreement shall be conclusively determined to have been delivered when (1) hand -delivered to the other party, its agents, employees, servants or representatives, (2) delivered by facsimile with electronic confirmation of the transmission, or (3) received by the other party by United States Mail, registered, return receipt requested, addressed as follows: OFFICIAL RECORD CITY SECRETARY Cooperative Purchase FT. WORTH, TX Page 1 of 17 To CITY: City of Fort Worth Attn: Valerie Washington, Assistant City Manager 200 Texas Street Fort Worth, TX 76102-6314 Facsimile: (817) 392-8654 With copy to Fort Worth City Attorney's Office at same address To VENDOR: Vertosoft LLC ATTN: Legal Department 1602 Village Market Blvd SE, Suite 320 Leesburg, VA 20175 Facsimile: (571) 291-4119 IP Indemnification. Vendor agrees to indemnify, defend, settle, or pay, at its own cost and expense, including the payment of attorney's fees, any claim or action against the City for infringement of any patent, copyright, trade mark, service mark, trade secret, or other intellectual property right arising from City's use of the Deliverable(s), or any part thereof, in accordance with the Agreement, it being understood that the agreement to indemnify, defend, settle or pay shall not apply if City modifies or misuses the Deliverable(s). So long as Vendor bears the cost and expense of payment for claims or actions against the City pursuant to this section 8, Vendor shall have the right to conduct the defense of any such claim or action and all negotiations for its settlement or compromise and to settle or compromise any such claim; however, City shall have the right to fully participate in any and all such settlement, negotiations, or lawsuit as necessary to protect the City's interest, and City agrees to cooperate with Vendor in doing so. In the event City, for whatever reason, assumes the responsibility for payment of costs and expenses for any claim or action brought against the City for infringement arising under the Agreement, the City shall have the sole right to conduct the defense of any such claim or action and all negotiations for its settlement or compromise and to settle or compromise any such claim; however, Vendor shall fully participate and cooperate with the City in defense of such claim or action. City agrees to give Vendor timely written notice of any such claim or action, with copies of all papers City may receive relating thereto. Notwithstanding the foregoing, the City's assumption of payment of costs or expenses shall not eliminate Vendor's duty to indemnify the City under the Agreement. If the Deliverable(s), or any part thereof, is held to infringe and the use thereof is enjoined or restrained or, if as a result of a settlement or compromise, such use is materially adversely restricted, Vendor shall, at its own expense and as City's sole remedy, either: (a) procure for City the right to continue to use the Deliverable(s); or (b) modify the Deliverable(s) to make them/it non -infringing, provided that such modification does not materially adversely affect City's authorized use of the Deliverable(s); or (c) replace the Deliverable(s) with equally suitable, compatible, and functionally equivalent non - infringing Deliverable(s) at no additional charge to City; or (d) if none of the foregoing alternatives is reasonably available to Vendor, terminate the Agreement, and refund all amounts paid to Vendor by the City, subsequent to which termination City may seek any and all remedies available Cooperative Purchase Page 2 of 17 to City under law. VENDOR'S OBLIGATIONS HEREUNDER SHALL BE SECURED BY THE REQUISITE INSURANCE COVERAGE REQUIRED BY CITY. Data Breach. Vendor further agrees that it will monitor and test its data safeguards from time to time, and further agrees to adjust its data safeguards from time to time in light of relevant circumstances or the results of any relevant testing or monitoring. If Vendor suspects or becomes aware of any unauthorized access to any financial or personal identifiable information ("Personal Data") by any unauthorized person or third party, or becomes aware of any other security breach relating to Personal Data held or stored by Vendor under the Agreement or in connection with the performance of any services performed under the Agreement or any Statement(s) of Work ("Data Breach"), Vendor shall immediately notify City in writing and shall fully cooperate with City at Vendor's expense to prevent or stop such Data Breach. In the event of such Data Breach, Vendor shall fully and immediately comply with applicable laws, and shall take the appropriate steps to remedy such Data Breach. Vendor will defend, indemnify and hold City, its Affiliates, and their respective officers, directors, employees and agents, harmless from and against any and all claims, suits, causes of action, liability, loss, costs and damages, including reasonable attorney fees, arising out of or relating to any third party claim arising from breach by Vendor of its obligations contained in this Section, except to the extent resulting from the acts or omissions of City. All Personal Data to which Vendor has access under the Agreement, as between Vendor and City, will remain the property of City. City hereby consents to the use, processing and/or disclosure of Personal Data only for the purposes described herein and to the extent such use or processing is necessary for Vendor to carry out its duties and responsibilities under the Agreement, any applicable Statement(s) of Work, or as required by law. Vendor will not transfer Personal Data to third parties other than through its underlying network provider to perform its obligations under the Agreement, unless authorized in writing by City. Vendor's obligation to defend, hold harmless and indemnify City shall remain in full effect if the Data Breach is the result of the actions of a third party. All Personal Data delivered to Vendor shall be stored in the United States or other jurisdictions approved by City in writing and shall not be transferred to any other countries or jurisdictions without the prior written consent of City. Law and Venue. The Agreement and the rights and obligations of the parties hereto shall be governed by, and construed in accordance with the laws of the United States and state of Texas, exclusive of conflicts of laws provisions. Venue for any suit brought under the Agreement shall be in a court of competent jurisdiction in Tarrant County, Texas. To the extent the Agreement is required to be governed by any state law other than Texas or venue in Tarrant County, City objects to such terms and any such terms are hereby deleted from the Agreement and shall have no force or effect. Public Information. City is a government entity under the laws of the State of Texas and all documents held or maintained by City are subject to disclosure under the Texas Public Information Act. To the extent the Agreement requires that City maintain records in violation of the Act, City hereby objects to such provisions and such provisions are hereby deleted from the Agreement and shall have no force or effect. In the event there is a request for information marked Confidential or Proprietary, City shall promptly notify Vendor. It will be the responsibility of Vendor to submit reasons objecting to disclosure. A determination on whether such reasons are sufficient will not be decided by City, but by the Office of the Attorney General of the State of Texas or by a court of competent jurisdiction. Cooperative Purchase Page 3 of 17 The undersigned represents and warrants that he or she has the power and authority to execute this Agreement and bind the respective Vendor. CITY OF FORT WORTH: CONTRACT COMPLIANCE MANAGER: By signing I acknowledge that I am the person By: Valerie Washington (May 15,2023 14:10 CDT) responsible for the monitoring and administration Name: Valerie Washington of this contract, including ensuring all performance Title: Assistant City Manager and reporting requirements. Date: May 15, 2023 APPROVAL RECOMMENDED: By: Name: David Zellmer Title: Sr. IT Solutions Manager S. Trotter (for K. 6ann) By: S.Trotter (for K.Gunn) (May 15, 2023 09:54 CDT) APPROVED AS TO FORM AND LEGALITY: Name: Kevin Gunn Title: IT Solutions Director ATTEST: aQ Fgernc By: � oFo,o oo,a gaa Name: Taylor Paris % 000* d Title: Assistant City Attorney �ps44a By. nOp644 CONTRACT AUTHORIZATION: Name: Jannette Goodall M&C: 23-0350 Title: City Secretary Approved: 5/9/2023 Form 1295: 2023-1004746 VENDOR: Vertosoft LLC By: ;�)av-ed 113a& Name: David Ball Title: Senior Director Date: 5/10/2023 OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX Cooperative Purchase Page 4 of 17 tertosoft 1602 Village Market Blvd SE, Suite 320 Leesburg, VA20175 USA Cage Code: 7QV38 UEI Number Y7D5MXRU2839 DUNS# 080431574 Federal Tax ID: 81-3911287 Business Size: Small Business Date: 3/24/2023, 10:48 AM Phone: 571 707-4130 Fax:571-291-4119 Email: sales@vertosoft.com Vertosoft Contact: David Ball Phone: (571) 218-5194 Email: david.ball@vertosoft.com Workiva Quote for City of Fort Worth, TX Contract: DIR-TSO-4227 Quote #: Q-01985 Quote For: Expires On: 4/23/2023 Name: May Ma Company: City of Fort Worth, TX Ship To Email: may.ma@fortworthtexas.gov City of Fort Worth, TX Phone: PAYMENT TERMS I DELIVERY METHOD I PAYMENT METHOD I VERTOSOFT CUST ID I SUPPLIER REF # Net 30 Electronic Check/ACH/Credit Card Overall POP Start Date: 5/5/2023 Overall POP End Date: 5/4/2025 PART # DESCRIPTION WDESK-CGFRS-01 WDESK-CGFRS-01 WDESK-ONBOARD Connected Government Financial Reporting Solution with Wdata - Per Unit - Term 5/5/2023 - 5/4/2024 Connected Government Financial Reporting Solution with Wdata - Per Unit - Term 5/5/2024 - 5/4/2025 - Prepay Workiva Joint Onboarding of ACFR Automation to be performed by FH Black per attached Statement of Work QTY UNIT PRICE EXTENDED 2.00 $26,482.50 $52,965.00 2.00 $26,482.50 $52,965.00 488.00 $275.00 $134,200.00 TOTAL: $240,130.00 Price Guarantee: The below price guarantee will apply to the increase of Subscription fees herein as it is related to the dates below. Price Cap. 3% each year beginning May 31, 2025 until May 30, 2028. Page 1 of 2 Quote Terms By purchasing the products and services described in this order form, the Customer is expressly agreeing to the End User Agreement published at https://www.vertosoft.com/terms-and-conditions-workiva Taxes: Sales tax shall be added at the time of an invoice, unless a copy of a valid tax exemption or resale certificate is provided. Credit Card Orders: Additional fees may apply if paying by credit card. All Purchase Orders must include: End User Name, Phone Number, Email Address, Purchase Order Number, Government Contract Number or Our Quote Number, Bill -To and Ship -To Address (Cannot ship to a PO Box), Period of Performance (if applicable), and a Signature of a duly Authorized Representative. Page 2 of 2 Statement of Work - Q-01985 City of Fort Worth (Client) Joint Onboarding Workiva ACFR Automation Project Description 1. F.H. Black & Company Incorporated (FHB) to guide the Client in reproducing the prior year City of Fort Worth, FY2022 Annual Comprehensive Financial Report (ACFR) utilizing Workiva. a. We have utilized the ACFR provided by the Client as the definition of your scoping requirements. Should the size of the document (257 pages) being set up vary in size or complexity significantly, additional fees mayaccrue. b. Includes building 257 pages of content in the Workiva Document as formatted and outlined in the ACFR (located here: https://www.fortworthtexas.govffiles/assets/public/ financelfy2022-annual-comprehensive-fi nancial-report.pdf) c. During implementation, we may make recommendations for changes to improve usability, to simplify ongoing maintenance by your team, or on rare occasions due to the technical capabilities of the software. d. Workiva ACFR Automation timeline is 14 to 18 weeks after the kickoff call. Upon our receipt of executed agreements, we will schedule the project and the first two meetings (Project Planning and Project Kickoff) based on mutual availability. FHB Responsibilities 1. CPA, Project Manager, and Client Success Manager are assigned to the engagement. 2. Guidethe Clientthrough the entire implementation. 3. Provide a data model purpose-built for the Public Sector; adjusting journal entry solution, cashflow worksheet, fund balance allocation worksheet, major-nonmajor fund calculator, rounding capabilities, and a data validation dashboard. 4. Importing the ACFR into a Wdesk document, setting up sections, and linking all tables to supporting non -calculating spreadsheets. 5. Assist with loading data and demonstrate how to assign imported data to group codes. 8. For 193 pages of the document: a. FHB will convert the non -calculating Spreadsheets to calculating by: i, creating formulas for Wdata Connected Spreadsheets ii. creating formulas for other supporting Spreadsheets b. FHB will create calculating Spreadsheets for narrative values and link them to the document. 7. Setup and configuration of a validation dashboard with data validation check(s) and link(s). FHB has allocated up to 13 hours to support this functionality. 8. Initial setup and configuration of Adjusting Journal Entry Worksheet with queries back to Wdata. 9. Provide supplements to the standard Workiva training with custom training based on the setup throughout implementation. 10. Set up Wdata and chains/scripts to load standard exported content from the Client ERP system via supported Cloud Storage (Box.com, DropBox, OneDrive, SharePoint, ShareFile) or SFTP folder. Includes up to 3 source files (csv, xlsx) for purposes of pulling in required trial balance details. Client Responsibilities 1. Project Sponsor and Client Subject Matter Expert will read the article/requirements for successful self -implementation projects (httos:Hbloa.fhblackinc.com/self-implementation-is-it-riaht-for-v_ ouj and affirm that the Client is confident in their abilities/capacity to complete this project. 2. Provide FHB with administrative/owner access to the Workiva workspace. 3. Team members working on the project will take the courses recommended by FHB from the Workiva Learning Hub (approximately 10 hours per person). 4. With Joint Onboarding the Client is responsible for implementation tasks. Consequently, the Client will be significantly responsible for meeting project timelines and deadlines. Cooperative Purchase Page 7 of 17 5. The Client uploads the ACFR-related documents and reconciled data export from the financial system(s), including all required underlying ERP/Budget software detail (similar to the package you provided to the auditor), per FHB instructions. 6. Provide ongoing guidance to the FHB team respecting presentation and disclosure requirements, general ledger structure, year-end processes, etc., as necessary. 7. Provide a mapping/group legend for each value in the MD&A, statements, schedules, and footnotes. 8. Assign all accounts by, at minimum, Object and Function as recommended/advised by FHB within Wdesk. 9. For the remaining 64 pages of the 257-page document not linked by FHB: a. Client will convert the non -calculating Spreadsheets to calculating by: i. creating formulas to Wdata Connected Sheets ii. creating formulas to other supporting Spreadsheets b. Client will create calculating Spreadsheets for narrative values and link to the document. 10. Review the document for non-GL-driven data and create Spreadsheets for work papers, other calculations, or specifying as input. 11. Complete miscellaneous tasks that may be assigned during the implementation including the configuration of any work papers deemed necessary to automate complex values. 12. Reconcile the financial data within theWdeskas necessary to agree with previously published reports. This process may also require posting adjusting journal entries within Wdesk orthe accounting system. If this is necessary, the Client will be responsible for this work. 13. If necessary, create additional data validation checks and link to the validation dashboard to ensure accuracy throughout the solution. 14. Review, test, and sign off on all FHB work within five (5) business days of receipt. Project Completion The project is complete when the City of Fort Worth FY2022 Annual Comprehensive Financial Report document in Workiva duplicates the formerly published ACFR found here (https://www.fortworthtexas.gov/ files/assets/publiefrinance/fy2022-annual-comprehensive-financial-report.pdf) and is accepted by Client. Anything outside of the above scope of work is outside this projectMTM's scope and will need to be identified and quoted separately. Payment Terms: Fixed fee. Billed upfront. Cooperative Purchase Page 8 of 17 Exhibit B DIR Contract No. DIR-TSO-4227 Vendor Contract No. STATE OF TEXAS DEPARTMENT OF INFORMATION RESOURCES CONTRACT FOR PRODUCTS AND RELATED SERVICES Vertosoft, LLC 1. Introduction A. Parties This Contract for products and related services is entered into between the State of Texas, acting by and through the Department of Information Resources (hereinafter "DIR") with its principal place of business at 300 West 15th Street, Suite 1300, Austin, Texas 78701, and Vertosoft, LLC (hereinafter `Vendor"), with its principal place of business at 1602 Village Market Blvd. Suite #321, Leesburg, Virginia 20175. B. Compliance with Procurement Laws This Contract is the result of compliance with applicable procurement laws of the State of Texas. DIR issued a solicitation on the Comptroller of Public Accounts' Electronic State Business Daily, Request for Offer (RFO) DIR-TSO-TMP-416, on 2/26/2018, for Software Products, Software as a Service, and Enterprise Resource Planning Software Modules Products and Services. DIR subsequently issued a BAFO opportunity on (BAFO Date). Upon execution of this Contract, a notice of award for RFO DIR-TSO-TMP-416 shall be posted by DIR on the Electronic State Business Daily. C. Order of Precedence For purchase transactions under this Contract, the order of precedence shall be as follows: this Contract; Appendix A, Standard Terms and Conditions For Products and Related Services Contracts; Appendix B, Vendor's Historically Underutilized Businesses Subcontracting Plan; Appendix C, Pricing Index; Exhibit 1, Vendor's Response to RFO DIR-TSO-TMP-416, including all addenda; and Exhibit 2, DIR-TSO-TMP-416, including all addenda; are incorporated by reference and constitute the entire agreement between DIR and Vendor governing purchase transactions. In the event of a conflict between the documents listed in this paragraph related to purchases, the controlling document shall be this Contract, then Appendix A, then Appendix B, then Appendix C, then Exhibit 1, and finally Exhibit 2. In the event and to the extent any provisions contained in multiple documents address the same or substantially the same subject matter but do not actually conflict, the more recent provisions shall be deemed to have superseded earlier provisions. 2. Term of Contract The initial term of this Contract shall be two (2) years commencing on the last date of approval by DIR and Vendor, with two (2) optional two-year renewal. Prior to expiration of each term, the contract will renew automatically under the same terms and conditions unless either party provides notice to the other party 60 days in advance of the renewal date stating that the party wishes to discuss modification of terms or not renew. Additionally, the parties by mutual agreement may extend the term for up to ninety (90) additional calendar days. Departmentoflnformation Resources Page 1 of 5 (DIR rev 03/2018) Cooperative Purchase Page 9 of 17 DIR Contract No. DIR-TSO-4227 Vendor Contract No. 3. Product and Service Offerings A. Products Products available under this Contract are limited to Software Products, Software as a Service, and Enterprise Resource Planning Software Modules Product as specified in Appendix C, Pricing Index. Vendor may incorporate changes to their product offering; however, any changes must be within the scope of products awarded based on the posting described in Section 1.13 above. Vendor may not add a manufacturer's product line which was not included in the Vendor's response to the solicitation described in Section 1.8 above. B. Services Services available under this Contract are limited to Software as a Service, and Related Services as specified in Appendix C, Pricing Index. Vendor may incorporate changes to their service offering; however, any changes must be within the scope of services awarded based on the posting described in Section 1.6 above. 4. Pricing Pricing to the DIR Customer shall be as set forth in Appendix A, Section 8, Pricing, Purchase Orders, Invoices and Payment, and as set forth in Appendix C, Pricing Index, and shall include the DIR Administrative Fee. 5. DIR Administrative Fee A) The administrative fee to be paid by the Vendor to DIR based on the dollar value of all sales to Customers pursuant to this Contract is three-quarter of one percent (0.75%). Payment will be calculated for all sales, net of returns and credits. For example, the administrative fee for sales totaling $100,000 shall be $750.00. B) All prices quoted to Customers shall include the administrative fee. DIR reserves the right to change this fee upwards or downwards during the term of this Contract, upon written notice to Vendor without further requirement for a formal contract amendment. Any change in the administrative fee shall be incorporated in the price to the Customer. G. Notification All notices under this Contract shall be sent to a party at the respective address indicated below. If sent to the State: Kelly A Parker, CTPM, CTCM Director, Cooperative Contracts Department of Information Resources 300 W. 1511 St., Suite 1300 Austin, Texas 78701 Phone: (512) 475-1647 Facsimile: (512) 475-4759 Email: kellv.oarker(ZDdir.texas., ov Department of Information Resources Page 2 of 5 (DIR rev 03/2018) Cooperative Purchase Page 10 of 17 DIR Contract No. DIR-TSO-4227 Vendor Contract No. If sent to the Vendor: Jay Colavita Vertosoft, LLC 1602 Village Market Blvd. Suite #321 Leesburg,VA 20175 Phone: (703) 568-4703 Email: jay@vertosoft.com 7. Software License Agreements A. Shrink/Click-wrap License Agreement Regardless of any other provision or other license terms which may be issued by Vendor after the effective date of this Contract, and irrespective of whether any such provisions have been proposed prior to or after the issuance of a Purchase Order for products licensed under this Contract, or the fact that such other agreement may be affixed to or accompany software upon delivery (shrink-wrap), the terms and conditions set forth in this Contract shall supersede and govern the license terms between Customers and Vendor. It is the Customer's responsibility to read the Shrink/Click-wrap License Agreement and determine if the Customer accepts the license terms as amended by this Contract. If the Customer does not agree with the license terms, Customer shall be responsible for negotiating with the reseller to obtain additional changes in the Shrink/Click-wrap License Agreement language from the software publisher. B. Conflicting or Additional Terms In the event that conflicting or additional terms in Vendor Software License Agreements, Shrink/Click Wrap License Agreements, Service Agreements or linked or supplemental documents amend or diminish the rights of DIR Customers or the State, such conflicting or additional terms shall not take precedence over the terms of this Contract. In the event of a conflict, any linked documents may not take precedence over the printed or referenced documents comprising this contract; provided further that any update to such linked documents shall only apply to purchases or leases of the associated Vendor product or service offering after the effective date of the update; and, provided further, that, if Vendor has responded to a solicitation or request for pricing, no update of such linked documents on or after the initial date of Vendor's initial response shall apply to that purchase unless Vendor directly informs Customer of the update before the purchase is consummated. In the event that different or additional terms or conditions would otherwise result from accessing a linked document, agreement to said linked document shall not be effective until reviewed and approved in writing by Customer's authorized signatory. Vendor shall not [without prior written agreement from Customer's authorized signatory,] require any document that: 1) diminishes the rights, benefits, or protections of the Customer, or that alters the definitions, measurements, or method for determining any authorized rights, benefits, or protections of the Customer; or 2) imposes additional costs, Department of Information Resources Page 3 of 5 (DIR rev 03/2018) Cooperative Purchase Page 11 of 17 DIR Contract No. DIR-TSO-4227 Vendor Contract No. burdens, or obligations upon Customer, or that alters the definitions, measurements, or method for determining any authorized costs, burdens, or obligations upon Customer. If Vendor attempts to do any of the foregoing, the prohibited documents will be void and inapplicable to the contract between DIR and Vendor or Vendor and Customer, and Vendor will nonetheless be obligated to perform the contract without regard to the prohibited documents, unless Customer elects instead to terminate the contract, which in such case may be identified as a termination for cause against Vendor. The foregoing requirements apply to all contracts, including, but not limited to, contracts between Customer and a reseller who attempts to pass through documents and obligations from its Manufacturer of Publisher. S. Authorized Exceptions to Appendix A, Standard Terms and Conditions for Product and Related Services Contracts. No exceptions have been agreed to by DIR and Vendor. (Remainder of the page intentionally left blank) Department of Information Resources Page 4 of 5 (DIR rev 03/2018) Cooperative Purchase Page 12 of 17 DIR Contract No. DIR-TSO-4227 Vendor Contract No. This Contract is executed to be effective as of the date of last signature. Vertosoft, LLC Authorized By: S'enature on File Name: Jay Colavita Title: President Date: 9/6/18 The State of Texas, acting by and through the Department of Information Resources Authorized By: Signature on File Name: Hershel Becker Title: Chief Procurement Officer Date: 9/28/18 Office of General Counsel: mh 9/26/18 Department of Information Resources Page 5 of 5 (DIR rev 03/2018) Cooperative Purchase Page 13 of 17 APPENDIX C PRICING INDEX Per Amendment 2 VERTOSOFT, LLC DIR-TS0-4227 BRAND SOFTWARE PRODUCT DESCRIPTION DIR Customer Discount %off MSRP Alation Data Management - Enterprise, Premium & Standard Editions 5.71% Wation Data Management -Cloud 5.71% jAlation Data Management - Data Governance 5.71% JAlation Data Management - Cloud - Data Governance 5.71% JAlation Data Management - Data Catalog 5.71% FactGem Annual 4-core license subscription for Neo4J Production Government Bundle. Includes FactGem Foreman* (FactGem and FactGem Standby must be bundled together)- Data Integration 11.00% FactGem Annual 4-core license subscription for Neo4J Standby Government Bundle. Includes FactGem Foreman (FactGem and FactGem Standby must be bundled together)- Data Integration 11.00% FactGem Annual 64-core license subscription for Neo4J Production Government Bundle. FactGem Includes Foreman* (FactGem and FactGem Standby must be bundled together) - Data 11.00% Integration FactGem Annual 64-core license subscription for Neo4J Standby Government Bundle. Includes FactGem Foreman (FactGem and FactGem Standby must be bundled together) -Data Integration 11.00% jHCL jHCL jHCL )HCL )HCL )HCL )HCL NNData lOpengov 1 PRiSM 1 PRiSM Quantexa l Workiva l Workiva i Workiva l Workiva l Workiva l Workiva 1Zimperium HCL EnclPoint Management HCL Compliance Reporting HCL Software Asset Inventory HCL Multi-App Security Testing HCL Web Application Testing HCL Source Code Testing HCL Patch Management NNData Software Opengov Software PRiSM Software as a Service, Software PRiSM Storage - Tier 1 through Tier 5 Quantexa Data Analytics Software Workiva Wdesk Cloud Platform - Financial and Audit Workiva Wdesk Professional User License - Financial and Audit Workiva Wdesk Standard User license- Financial and Audit Workiva Wdesk Onboarding Services per unit - Financial and Audit Management Workiva Wdesk Document optimization services per unit - Financial and Audit Workiva Software Zimperium Security Software 20.92% 20.95% 20.86% 20.98% 20.87% 20.85% 5.71% 3.00% 25.00% 20.00% 10.00% 1.05% 16.00% 16.00% 16.00% 16.00% 16.00% 16.00% 28.00% DIR Customer BRAND SERVICE DESCRIPTION Discount %off MSRP jAlation Data Management Services (Implementation, Support, and Training) 5.71% PRISM Service - Single Sign -on Integration Implementation Set-up & Configuration of Single Sign- PRISM on Active Directory 20.00% PRISM Service -Training, Roll -out, Membership, Registration, Exam, Enterprise Economic PRiSM Inclusion, Diversity & Compliance, and other services not named 10.00% PRISM Service - Payroll Penalty Fee Service Management, Payment Service Implementation, and PRiSM Application Payment Service Management 5.00% IQuantexa Quantexa Implementation Services 1.05% IVertosoft Vertosoft Implementation Services 20.00% Cooperative Purchase Page 14 of 17 VOLUME PRICING DIR Customer Discount % off Brand QUANTITY MSRP Workiva 1-20 units 16.00% Workiva 21-100 units I 18.00% Workiva 100+ units 20.00% Additional Discounts Based On Contract Safes Original Total Product or Category Description Additional Discount Threshold Discount Discount $75,000 Workiva 16.00% (+) 1.00% 17.00% $150,000 I Workiva 16.00% (+) 3.00% 19.00% Cooperative Purchase Page 15 of 17 Exhibit C CONFLICT OF INTEREST QUESTIONNAIRE FORM CIO For vendor doing business with local governmental entity This questionnaire reflects changes made to the law by H.B. 23, 84th Leg., Regular Session. OFFICEUSEONLY This questionnaire is being filed in accordance with Chapter 176, Local Government Code, by a vendor who Date Received has a business relationship as defined by Section 176 001(1-a) with a local governmental entity and the vendor meets requirements under Section 176.006(a). By law this questionnaire must be filed with the records administrator of the local governmental entity not later than the 7th business day after the date the vendor becomes aware of facts that require the statement to be filed. See Section 176.006(a-1), Local Government Code. A vendor commits an offense if the vendor knowingly violates Section 176.006, Local Government Code. An offense under this section is a misdemeanor. J Name of vendor who has a business relationship with local governmental entity. J El Check this box if you are filing an update to a previously filed questionnaire. (The law requires that you file an updated completed questionnaire with the appropriate filing authority not later than the 71h business day after the date on which you became aware that the originally filed questionnaire was incomplete or inaccurate.) A Name of local government officer about whom the information is being disclosed. Name of Officer J Describe each employment or other business relationship with the local government officer, or a family member of the officer, as described by Section 176.003(a)(2)(A). Also describe any family relationship with the local government officer. Complete subparts A and B for each employment or business relationship described. Attach additional pages to this Form CIO as necessary. A. Is the local government officer or a family member of the officer receiving or likely to receive taxable income, other than investment income, from the vendor? Yes F-1 No B. Is the vendor receiving or likely to receive taxable income, other than investment income, from or at the direction of the local government officer or a family member of the officer AND the taxable income is not received from the local governmental entity? 71 Yes 71 No J Describe each employment or business relationship that the vendor named in Section 1 maintains with a corporation or other business entity with respect to which the local government officer serves as an officer or director, or holds an ownership interest of one percent or more. J Check this box if the vendor has given the local government officer or afamily member of the officer one or more gifts as described in Section 176.003(a)(2)(B), excluding gifts described in Section 176003(a-1) J Signature of vendor doing business with the governmental entity Date Form provided by Texas Ethics Commission www.ethics state tx.us Revised 11/30/2015 Cooperative Purchase Page 16 of 17 CONFLICT OF INTEREST QUESTIONNAIRE For vendor doing business with local governmental entity Acomplete copy of Chapter 176 of the Local Government Code maybe found at http://www.statutes.leg is.state.tx.us/ Docs/LG/htm/LG.176.htm. For easy reference, below are some of the sections cited on this form. Local Government Code § 176.0010-a): "Business relationship" means a connection between two or more parties based on commercial activity of one of the parties. The term does not include a connection based on: (A) a transaction that is subject to rate or fee regulation by a federal, state, or local governmental entity or an agency of a federal, state, or local governmental entity; (B) a transaction conducted at a price and subject to terms available to the public; or (C) a purchase or lease of goods or services from a person that is chartered by a state or federal agency and that is subject to regular examination by, and reporting to, that agency. Local Government Code 4176.003(a)(2)(A) and (B): (a) A local government officer shall file a conflicts disclosure statement with respect to a vendor if: (2) thevendor: (A) has an employment or other business relationship with the local government officer or a family member of the officer that results in the officer or family member receiving taxable income, other than investment income, that exceeds $2,500 during the 12-month period preceding the date that the officer becomes aware that (i) a contract between the local governmental entity and vendor has been executed; or (ii) the local governmental entity is considering entering into a contract with the vendor; (B) has given to the local government officer or a family member of the officer one or more gifts that have an aggregate value of more than $100 in the 12-month period preceding the date the officer becomes aware that: (i) a contract between the local governmental entity and vendor has been executed; or (ii) the local governmental entity is considering entering into a contract with the vendor. Local Government Code § 176.006(a) and (a-1) (a) Avendor shall file a completed conflict of interest questionnaire if the vendor has a business relationship with a local governmental entity and: (1) has an employment or other business relationship with a local government officer of that local governmental entity, or a family member of the officer, described by Section 176.003(a)(2)(A); (2) has given a local government officer of that local governmental entity, or a family member of the officer, one or more gifts with the aggregate value specified by Section 176.003(a)(2)(B), excluding any gift described by Section 176.003(a-1); or (3) has a family relationship with a local government officer of that local governmental entity. (a-1) The completed conflict of interest questionnaire must be filed with the appropriate records administrator not later than the seventh business day after the later of: (1) the date that the vendor: (A) begins discussions or negotiations to enter into a contract with the local governmental entity; or (B) submits to the local governmental entity an application, response to a request for proposals or bids, correspondence, or another writing related to a potential contract with the local governmental entity; or (2) the date the vendor becomes aware: (A) of an employment or other business relationship with a local government officer, or a family member of the officer, described by Subsection (a); (B) that the vendor has given one or more gifts described by Subsection (a); or (C) of a family relationship with a local government officer. Form provided by Texas Ethics Commission www ethics state tx us Revised 11130/2015 Cooperative Purchase Page 17 of 17 vJorkiva BY SIGNING AN ORDER REFERENCING, OR BY OTHERWISE MANIFESTING AGREEMENT TO THIS END USER ACCESS AGREEMENT (THE "END USER ACCESS AGREEMENT" AND ALONG WITH ALL ORDERS, THE "AGREEMENT") ON BEHALF OF THE ORDER ACTIVITY INDICATED BY YOU AT THE TIME OF ACCEPTANCE ("GOVERNMENT") YOU ARE HEREBY AGREEING TO THIS END USER ACCESS AGREEMENT ON BEHALF OF GOVERNMENT. IN DOING SO THE YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND GOVERNMENT TO THESE END CLIENT TERMS AND CONDITIONS AND THE AGREEMENT. THE AGREEMENT IS BY AND BETWEEN GOVERNMENT AND WORKIVA INC. ("PROVIDER"). 1.0 Services. Provider agrees to provide the Subscription Services and Professional Services (collectively referred to herein as, the "Services") as set forth in this End User Access Agreement and the applicable ordering document (an "Order") entered into by Provider and Government. 1.1 Subscription Services (a) Beginning on the start date set forth in the applicable Order (the "Start Date"), Provider agrees to provide Government with access to the Software set forth in the applicable Order ("Subscription Services"), and accordingly Provider hereby grants to Government and its employees or third party representatives ("Representatives"), a non-exclusive, non -transferable, worldwide right to access, use, and display the Software in connection with the Subscription Services. Users will be determined on a named user basis rather than on a concurrent user or shared user basis; provided that Government may reassign different individuals on a reasonable basis (e.g., an employee changes positions or leaves Government's employ). Government is responsible for each of its Representative's acts and omissions. (b) "Documentation" means the manuals, specifications, and other materials describing the functionality, features, and operating characteristics of the Software, available at https:Hsuccess.wdesk.com/help, including any updates thereto. "Third Party Software" means software and services authored by a third party, including, the Google App Engine and Amazon Web Services. (c) Government may add Representatives, or additional Software features ("Add-Ons") to Government's Software account via the administrative tools; provided that, to the extent Government has exceeded the scope of the applicable Order, Provider may invoice Government for associated Fees for such Add-Ons. Such Fees will be calculated based upon the previously agreed upon pricing set forth in the applicable Order and the remainder of months in the Subscription Term beginning on the first day of the calendar month in which such Add -On is added. (d) Over the course of the Agreement Term Provider may introduce new features, functionality, software, or user types, that are only available under a different pricing model or on a version of Software other than the version Government currently accesses ("New Features"). In the event Government desires to access and use New Features Provider reserves the right, in its sole discretion, to update Government's Software account, version, or pricing model to facilitate Provider's provision of such New Features. Provider otherwise reserves the right to update Government's Software so that it remains current with the then current version available to Provider's customers generally. 1.2 Professional Services. As set forth in the applicable Order, Provider will provide professional services such as setups, trainings, and other professional services ("Professional Services"). To the extent any such Professional Services are performed at Government's facilities ("Onsite Services") the following terms shall apply: (a) The Onsite Services will be scheduled following Provider's receipt of a fully executed Order. To the extent Government requires a purchase order, Government shall insert any associated reference number in the Billing Contact Section of the Order. Upon receipt of a fully executed Order and purchase order, the parties will determine and finalize scheduling for the Onsite Services. Scheduling will be based upon the Government's schedule, preferences, requirements, and the availability of Provider's resources; provided, however, that the onsite services will be conducted onsite at a Government facility during normal business hours, Monday through Friday, between 8:30 a.m. and 5:30 p.m. local Government time, and remotely via telephone and internet. (b) Subject to the parties' mutually agreed upon start date for Onsite Services Provider has the sole discretion to set the travel schedule of its personnel, on a reasonable basis (e.g., avoiding weekend or after hours travel). Portions of the Onsite Services may be performed remotely. Provider shall not be liable for delays that arise out of Government's negligent acts or omissions, or by Government's breach of the Agreement. (c) Government agrees to reasonably cooperate with Provider until the Onsite Services are successfully completed. Government provides Provider with a single point of contact who will receive all communications regarding the Onsite Services; failure to provide a single point of contact may result in an increase or change to the onsite services scope, quote, and/or length. The contact must have the authority to act for Government in all aspects of the onsite services, including but not limited to bringing issues to the attention of the appropriate persons within Government's organization and resolving conflicting requirements. Additionally, the contact will (a) ensure that any communications between Provider and Government, including scope related questions or requests, are made through the appropriate Provider personnel, (b) provide timely access to technical and business points of contact, and required data/information for matters related to the scope of the onsite services; ensure attendance by key Government contacts at Government meetings and presentations, (c) obtain and provide project requirements, information, data, decisions, and approvals within one (1) working day of Provider's request, unless both parties agree to a different response time, and (d) ensure that Provider personnel have reasonable and safe access to the Onsite Services site, internet connectivity, a safe working environment, adequate office space, and appropriate conference room facilities (including projector and whiteboard access) for meetings. Government must inform Provider of all access issues, required security measures, and provide access to all necessary facilities. Government will back up its files and Data prior to Provider's commencement of the Onsite Services. Wo r ki V a (d) Government will be invoiced for the Onsite Services as set forth in the Order. Fees and expenses associated with the Onsite Services shall be paid as set forth in the Order and in accordance with the terms and conditions of the Agreement. For the avoidance of doubt, any expenses related to the Onsite Services are included in the relevant Hourly Rate. (e) The parties acknowledge that each party retains sole ownership in its intellectual property, and that any deliverables or transfer of ownership in intellectual property shall be specifically addressed in the relevant Order. (f) The "Change Control Process' is the process that governs changes to the scope of the Onsite Services. A written Change Order will be the vehicle for communicating any desired changes to the Onsite Services. The "Change Order" will describe any proposed changes to the Onsite Services' scope, pricing, resources, and tasks; the reason for the change(s); related assumptions and Government responsibilities; and the schedule and price impacts of the change. Provider will draft the Change Order based on discussions with Government. Only changes included in a Change Order signed by both Government and Provider referencing the Agreement and the applicable Order will be implemented. In some cases, a Change Order will authorize Provider to study the impacts that a proposed change will have in terms of required changes to the Onsite Services' scope, schedule, and price. If, upon completion of the study, Government agrees to proceed with an identified scope change, Provider will draft a separate Change Order to detail the specifics associated with that change. 2.0 Support; Security; Data. 2.1 Support. As a part of the Subscription Services, Provider shall provide Government with support as set forth in the applicable Order. 2.2 Security. As a part of the Subscription Services, Provider shall maintain appropriate administrative, physical, and technical safeguards for the security, confidentiality and integrity of any data or information inputted, edited, authored, generated, managed, or otherwise submitted by Government or its Representatives into Government's subscription account (the "Data"). In the event Provider learns that there has been unauthorized access to or unauthorized acquisition or misuse of the Data on Provider's systems or premises (a "Security Event"), Provider will promptly give notice to Government, unless prohibited by law. Upon the occurrence of a Security Event, Provider shall (a) promptly take such steps it reasonably deems appropriate to contain and control the Security Event to prevent further unauthorized access to or misuse of the Data, as applicable, and (b) unless prohibited by law, continue to provide periodic updates relating to the investigation and resolution of the Security Event to Government until it has been resolved. Unless prohibited by law and subject to the other provisions herein, Provider will, upon reasonable request, cooperate with Government in investigating each Security Event, including providing reasonably requested information regarding the nature, investigation, or resolution thereof. 2.3 Other Responsibilities. Provider shall not modify, disclose (except as compelled by law in accordance with Section 5.4, to perform Services or as expressly permitted in writing by Government), or access (except to provide or improve the Software or Subscription Services and prevent or address service or technical problems, or at Government's request in connection with Support) the Data. Provider and its service providers may not otherwise collect, use, disclose, or utilize the Data. Provider shall provide the Subscription Services in accordance with applicable laws and government regulations. Except as otherwise agreed in writing, Government is responsible for the accuracy, truthfulness, consistency, completeness, and any output from the Software, and consents to use of all Data in accordance with the Agreement, and Provider will neither have the responsibility to review, nor any liability as to the accuracy of, any information or content posted by Government or its Representatives. Government's and its Representatives' use of the Software will comply with applicable local, state, Federal and international law, regulations and conventions, including without limitation those related to data privacy, international communications and the exportation of technical or personal data. Government represents and warrants to Provider that Government has sufficient rights in the Data to authorize Provider to process, distribute and display the Data as contemplated by the Agreement, and that the Data and its use hereunder will not violate or infringe the rights of any third party. 2.4 Web Analytics. Google Inc., Amazon Web Services, Inc., and Workiva Inc. ("Cloud Hosting Providers") are included in the provision of the Subscription Services. Provider and its Cloud Hosting Providers may record and collect information related to Government's subscription account activity (e.g., typical web analytics, which includes latency, packet size, hops, and source destination) in the course of providing the Subscription Services, but may only use such information to improve the Subscription Services and/or fulfill its rights and obligations under the Agreement. Collection of such information by Cloud Hosting Providers is not individually linked to Government or its Representatives, is de -identified, and is aggregated across all of Provider's customers. Any use of such information is subject to the terms of Section 5. 3.0 Fees; Payment. Government shall pay Provider the fees associated with the Services ("Fees") as set forth below. 3.1 Invoicing. Government shall (subject to anything contrary in the applicable Order) pay all Fees for Subscription Services prior to each upcoming renewal therefore and no later than thirty (30) days from receipt of invoice. In the event Provider is providing Professional or Onsite Services, Government shall make payment as set forth in the applicable Order or statement of work. 3.2 Taxes. Provider shall state separately on invoices taxes excluded from the fees, and the Government agrees either to pay the amount of the taxes or provide evidence necessary to sustain an exemption, in accordance with FAR 52.229-1 and FAR 52.229-3. 3.3 [Reserved] 4.0 Term; Termination. vJorkiva 4.1 Agreement & Subscription Term; Effect of Termination. The Agreement begins on the date Government enters into this End User Access Agreement as set forth in the preamble above, or the date on the first Order between the parties hereto, whichever is earlier, and shall continue until all Orders and associated with the Agreement have expired or have otherwise been terminated (the "Agreement Term"), subject to Section 11.8. Unless otherwise specified in an Order, Subscription Services will begin on the Start Date in the applicable Order and remain in effect for the period specified therein (the "Subscription Term"). Upon any expiration or termination of the Agreement, Provider will cease providing Subscription Services and Government and its Representatives shall cease any and all use of the Software. 4.2 Survival. Neither expiration nor termination of the Agreement will terminate those obligations and rights of the parties pursuant to provisions of the Agreement which by their express terms are intended to survive and such provisions will survive the expiration or termination of the Agreement. Without limiting the foregoing, Sections 4.2, 5, 6, 8, 10, and 11 shall survive any expiration or termination of the Agreement. 5.0 Confidentiality. 5.1 Confidential Information. In connection with the Agreement, each of the parties may disclose to the other party information that relates to the disclosing party's or disclosing party's Governments' business operations, financial condition, Governments, products, services, or technical knowledge ("Confidential Information"). Except as otherwise specifically agreed in writing, each party agrees that: (a) all information communicated to it by the other in connection with the Agreement and identified as confidential, (b) any information exchanged between the parties in connection with Government's purchase of Services, and (c) all information communicated to it that reasonably should have been understood by the receiving party, because of confidentiality, descriptions or similar legends, the circumstances of disclosure orthe nature of the information itself, to be confidential to the disclosing party, will be Confidential Information and will be deemed to have been received in confidence and will be used only for purposes of the Agreement. Provider Confidential Information includes the Software, Services, development plans, and any security specifications, reports or assessments related to the Software, Provider or its Cloud Hosting Providers. Government Confidential Information includes the Data. Provider recognizes that Federal agencies are subject to the Freedom of Information Act, 5 U.S.C. 552, which requires that certain information be released, despite being characterized as "confidential" by the vendor. 5.2 Standard of Care; Third Parties. Each party will use at least the same degree of care to safeguard and to prevent disclosing to third parties the Confidential Information of the other as it employs to avoid unauthorized disclosure or publication of its own information of a similar nature, and in any event, no less than reasonable care. Each party may disclose relevant aspects of the other party's Confidential Information to its employees to the extent such disclosure is reasonably necessary for the performance of its obligations, or the enforcement of its rights, under the Agreement; provided, however, that such party will use reasonable efforts to ensure that all such persons comply with these confidentiality provisions. Each party may disclose the other party's Confidential Information to third parties provided that such third parties are subject to written confidentiality obligations at least as restrictive as those set forth in this End User Access Agreement. Third parties are restricted to using the Confidential Information for the sole purpose of providing the contracted services to the party. Each party will be responsible for any improper disclosure of Confidential Information by such party's employees, agents, or contractors. 5.3 Preclusions on Use. Neither party will use, or make any copies of, the Confidential Information of the other party except to fulfill its rights and obligations under the Agreement. Neither party may withhold the Confidential Information of the other party or refuse for any reason (including due to the other party's actual or alleged breach of the Agreement) to promptly return or destroy, as the other party may direct, to the other party its Confidential Information (including copies thereof) if requested to do so. Subject to the foregoing confidentiality obligations, either party may retain copies of the Confidential Information of the other party to the extent required to document its performance or for compliance with applicable laws or regulations. 5.4 Exclusions; Permitted Use. This Section 5 will not apply to any particular information that either party can demonstrate (a) was, at the time of disclosure to it, in the public domain, (b) after disclosure to it, is published or otherwise becomes part of the public domain through no fault of the receiving party, (c) was in the possession of the receiving party at the time of disclosure to it and was not the subject of a pre-existing confidentiality obligation, (d) was received after disclosure to it from a third party who had a lawful right to disclose such information (without corresponding confidentiality obligations) to it, or (e) was independently developed by or for the receiving party without use of the Confidential Information of the disclosing party. In addition, a party will not be considered to have breached its obligations under this Section 5 for disclosing Confidential Information of the other party to the extent required to satisfy any legal requirement of a competent governmental or regulatory authority, provided that promptly upon receiving any such request, and to the extent it is legally permissible, such party advises the other party prior to making such disclosure and provides a reasonable opportunity to the other party to object to such disclosure, take action to ensure confidential treatment of the Confidential Information, or (subject to applicable law) take such other action as it considers appropriate to protect the Confidential Information. 6.0 Ownership; Usage Restrictions. 6.1 Provider Ownership. Provider retains all ownership of and title to, and all intellectual property rights in, the Software, Services, and all software, equipment, processes, facilities, and materials utilized by or on behalf of Provider to provide the same, including all patents, trademarks, copyrights, trade secrets, and other property or intellectual property rights. Government acknowledges and agrees that Provider shall own all right, title and interest in and to any modifications, changes, expansions, improvements to, or works based on, the Software, without any other or subordinate right whatsoever being held by Government. Government shall acquire no rights in the Software other than those limited rights of use specifically conferred by the Agreement. Government may not create derivative works based upon the Software, or Services in whole or in part, or develop or request third parties to develop or modify any software based on ideas, processes, or materials incorporated therein. Government shall not delete, remove, modify, obscure, fail to reproduce, or in any way interfere with any proprietary, trade secret, or copyright notice appearing on vJorkiva or incorporated in the Software. All rights related to the Software, or Services that are not expressly granted to Government under the Agreement are reserved by Provider. 6.2 Government Ownership. With the exception of a license granted to Provider to use the Data solely for the purpose of performing Services, Provider acquires no right, title, or interest from Government or its Representatives to the Data, including any intellectual property rights therein. Subject to the Agreement, Government, its Representatives and each of its Affiliates hereby grant Provider a limited, royalty -free, fully -paid up, non-exclusive and non -transferable license to process the Data in the United States (unless otherwise stated on an Order) solely as necessary to provide the Services for Government's and such Affiliates' benefit as provided in the Agreement (and as otherwise instructed by Government or a Representative) for so long as Government or any Representative uploads or stores such Data in the Software. 6.3 Usage Restrictions. Unless expressly agreed otherwise in the applicable Order, Government may access and use the Software for Government's business use only, and not for the benefit of, or to provide services to, any third party. The rights granted to Government under the Agreement may not be sold, resold, assigned (except as set forth in Section 11.3), leased, rented, sublicensed, or otherwise transferred or made available for use by third parties, in whole or in part, by Government without Provider's prior written consent. Government shall not gain or attempt to gain unauthorized access to any portion of the Software, or its related systems or networks, for use in a manner that would exceed the scope granted under the Agreement, or facilitate any such unauthorized access for any third party. If any unauthorized access occurs, Government shall promptly notify Provider of the incident and shall reasonably cooperate in resolving the issue. Government shall not reverse engineer, decompile, or disassemble any Software or otherwise attempt to discover the source code thereof or permit any third party to do so. Government shall not attempt to disable or circumvent any security measures in place. Government may not knowingly reproduce or copy the Software, in whole or in part. Government shall not modify, adapt, or create derivative works of the Software. Government shall not use the Software to store or transmit libelous or otherwise unlawful or tortious material or any material in violation of third party privacy rights. Government shall not knowingly interfere with or disrupt the integrity or performance of the Software or third party data contained therein. 7.0 Subcontracting. 7.1 Use of Subcontractors. Provider may, at its discretion, use contractors, agents, service providers, third parties, or consultants ("Subcontractor"), who are not a party to the applicable Order as follows: (a) Provider may subcontract various Professional Services to third parties to the extent the Government agrees upon such Subcontractor in the applicable Order for Services. (b) Provider's use of the Cloud Hosting Providers for the purpose of providing the Subscription Services. (c) Except as permitted in Section 7.1(a) or (b) Provider will not subcontract for performance of, or delegate any of its responsibilities under, this Agreement without first obtaining the prior written approval of Government. When seeking approval, Provider will give Government reasonable prior written notice specifying the components of the Services affected, the scope of the proposed subcontract, the identity and qualifications of the proposed Subcontractor and the results of any due diligence carried out with regard to the proposed Subcontractor. (d) Subcontractors must be identified on the applicable Order in which Provider intends to use that Subcontractor. With the exception of the Cloud Hosting Providers Government may approve or reject proposed Subcontractors in its sole discretion. 7.2 Provider Responsibility. Provider will require and cause its Subcontractors to comply with all relevant terms of this Agreement and will be responsible for any failure of its Subcontractors to so comply. Provider must monitor its Subcontractors' performance of any obligations under this Agreement or any Order and report to Government on such performance as Government may request. Provider will remain responsible for obligations performed by Subcontractors to the same extent as if such obligations were performed by Provider, and for all other acts and omissions of its Subcontractors. Provider will be Government's sole point of contact regarding the Software, including with respect to payment. Nothing in this Agreement creates any contractual relationship between Government and any Subcontractor, or any obligation on the part of Government to pay or to ensure the payment of any money due any Subcontractor. 8.0 Warranties. 8.1 Provider Representations and Warranties. Provider warrants (a) that the Software will perform materially in accordance with the Documentation and the Agreement, (b) to use best efforts to correct material defects that are reported by Government or its Representatives as further set forth in the Service Levels (if a malfunction is due to a problem with Government hardware or software, Provider will so inform Government and it will be Government's responsibility to obtain and pay for any repairs or modifications required for such Government hardware or software), (c) the Services will be performed in a timely, professional, and workmanlike manner with a level of care, skill, practice, and judgment consistent with commercially reasonable industry standards and practices for similar services, using personnel with the requisite skill, experience, and qualifications, and will devote adequate resources to meet Provider's obligations under the Agreement, (d) the Documentation will be reasonably updated so that it continues to describe the Software and Subscription Services in all material respects, and (e) to the best of its knowledge, the Software does not contain code whose purpose is to disrupt, damage, or interfere with Government systems, software, or the Data. THIS AGREEMENT DOES NOT LIMIT OR DISCLAIM ANY OF THE WARRANTIES SPECIFIED IN THE GSA SCHEDULE 70 CONTRACT UNDER FAR 52.212-4(0). IN THE EVENT OF A BREACH OF WARRANTY, THE U.S. GOVERNMENT RESERVES ALL RIGHTS AND REMEDIES UNDER THE CONTRACT, THE FEDERAL ACQUISITION REGULATIONS, AND THE CONTRACT DISPUTES ACT.41 U.S.C. 7101-7109. vJorkiva 8.2 Government Acknowledgements. Government accepts responsibility for selection of the Services to achieve Government's intended results. Government is solely responsible for obtaining all necessary rights and consents to enter the Data into the Software and hereby warrants that providing the Data to Provider under the Agreement will not violate or infringe the rights of any third party. 9.0 Indemnification by Provider. Provider shall defend, indemnify and hold Government harmless from and against any damages arising out of third party claims alleging that the Software or Subscription when used as authorized under this Agreement infringes a patent, copyright, or trademark, including costs awarded or agreed in settlement by Provider (including reasonable attorneys' fees) resulting from such claim, provided that Provider shall have received from Government: (1) prompt written notice of such claim (but in any event notice in sufficient time for Provider to respond without prejudice); (2) the right to control and direct the investigation, defense, and settlement (if applicable) of such claim, to the extent permitted under 28 U.S.C. §516; and (3) all reasonably necessary cooperation from Government. If Government's Subscription is (or in Provider's opinion is likely to be) enjoined, if required by settlement or if Provider determines such actions are reasonably necessary to avoid liability, Provider may, in its sole discretion: (a) substitute for the Software substantially functionally similar programs and documentation; (b) procure for Government the right to continue using the Software; or if (a) and (b) are not commercially reasonable, (c) terminate the Agreement and refund Government any pre -paid and unearned Subscription fees. The foregoing obligations of Provider shall not apply: (i) if the Software is modified by any party other than Provider, but solely to the extent the alleged infringement is caused by such modification; (ii) if the Software is combined with products or processes not provided or authorized by Provider, but solely to the extent the alleged infringement is caused by such combination; (iii) to any unauthorized use of the Software; (iv) to any unsupported release of the Software; (v) to any third -party code contained within the Software; or (vi) if Government settles or makes any admissions with respect to a claim without Provider's prior written consent. THIS SECTION 9.0 SETS FORTH PROVIDER'S AND ITS LICENSORS' SOLE LIABILITY AND GOVERNMENT'S SOLE AND EXCLUSIVE REMEDY WITH RESPECT TO ANY CLAIM OF INTELLECTUAL PROPERTY INFRINGEMENT. 10.0 Disclaimer; Limitation of Liability. 10.1 EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE SOFTWARE, INCLUDING WITHOUT LIMITATION THE THIRD -PARTY SOFTWARE, AND ALL SUBSCRIPTIONS, AND SUBSCRIPTION SERVICES ARE PROVIDED "AS IS". NEITHER PROVIDER NOR ITS LICENSORS MAKES ANY OTHER WARRANTIES, CONDITIONS OR UNDERTAKINGS, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT. GOVERNMENT MAY HAVE OTHER STATUTORY RIGHTS. HOWEVER, TO THE FULL EXTENT PERMITTED BY LAW, THE DURATION OF STATUTORILY REQUIRED WARRANTIES, IF ANY, SHALL BE SUBJECT TO THE LIMITED WARRANTY PERIOD. 10.2 BUT FOR EITHER PARTY'S INDEMNIFICATION OBLIGATIONS UNDER SECTION 9.0, (I) NEITHER PARTY SHALL BE LIABLE FOR ANY LOSS OF USE, LOST DATA, FAILURE OF SECURITY MECHANISMS, INTERRUPTION OF BUSINESS, OR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND (INCLUDING LOST PROFITS OR COSTS OF COVER), REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, EVEN IF INFORMED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE, AND (II) EACH PARTY'S ENTIRE LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE FEES PAID OR OWED BY GOVERNMENT TO PROVIDER FOR SUBSCRIPTION SERVICES DURING THE TWELVE (12) MONTHS PRECEDING THE DATE ON WHICH THE CLAIM FIRST ACCRUED. 10.3 THIS AGREEMENT SHALL NOT IMPAIR THE U.S. GOVERNMENT'S RIGHT TO RECOVER FOR FRAUD OR CRIMES ARISING OUT OF OR RELATED TO THIS CONTRACT UNDER ANY FEDERAL FRAUD STATUTE, INCLUDING THE FALSE CLAIMS ACT, 31 U.S.C. 3729-3733. FURTHERMORE, THIS CLAUSE SHALL NOT IMPAIR NOR PREJUDICE THE U.S. GOVERNMENT'S RIGHT TO EXPRESS REMEDIES PROVIDED IN THE GSA SCHEDULE CONTRACT (E.G., CLAUSE 552.238- 75 — PRICE REDUCTIONS, CLAUSE 52.212-4(H) — PATENT INDEMNIFICATION, AND GSAR 552.215-72 — PRICE ADJUSTMENT — FAILURE TO PROVIDE ACCURATE INFORMATION). 11.0 Miscellaneous. 11.1 Notice. Any notice or demand which is required to be given under the Agreement will be deemed to have been sufficiently given and received for all purposes when delivered by hand, confirmed electronic transmission, or nationally recognized overnight courier, or five (5) days after being sent by certified or registered mail, postage and charges prepaid, return receipt requested, to the address, facsimile number, or the e-mail address identified in the applicable Order, and to the attention of such other person(s) or officer(s) as either party may designate by written notice. 11.2 Governing Law. Without regard to its conflicts of laws principles, the Federal laws of the United States govern all matters arising under or relating to the Agreement. 11.3 Assignment. Neither party may assign the Agreement, or any of its interest herein, without the prior written consent of the other party, which consent may not be unreasonably withheld or delayed. The Agreement applies to and binds the permitted successors and assigns of the parties. 11.4 Force Majeure. Excusable delays shall be governed by FAR 52.212-4(f). 11.5 [Reserved] 11.6 Government End -Users. Provider provides the Subscription Services and Software, including related software and technology, for ultimate Federal government end use solely in accordance with the following: Government technical data and software rights related to the Software include only those rights customarily provided to the public as defined in this End User Access vJorkiva Agreement. This customary commercial license is provided in accordance with FAR 12.211 (Technical Data) and FAR 12.212 (Software) and, for Department of Defense transactions, DFAR 252.227-7015 (Technical Data -Commercial Items) and DFAR 227.7202-03 (Rights in Commercial Computer Software or Computer Software Documentation). If any portion of the Software is deemed "non-commercial," the Services are licensed under the terms hereof and under the RESTRICTED RIGHTS set forth in the applicable FARs and DFARs (and the Government's use, duplication and disclosure rights are restricted as set forth therein). If a Government agency has a need for rights not conveyed under these terms, it must negotiate with Provider to determine if there are acceptable terms for transferring such rights, and a mutually acceptable written addendum specifically conveying such rights must be included in any applicable contract or agreement. 11.7 [Reserved] 11.8 [Reserved] 11.9 General. The Agreement, together with the underlying GSA Schedule Contract, Schedule Pricelist and Government Purchase Order(s), supersedes all previous discussions, negotiations, understandings, and agreements between the parties with respect to its subject matter. No oral statements or material not specifically incorporated herein will be of any force and effect. No changes in or additions to this End User Access Agreement will be recognized unless incorporated herein by amendment and signed by duly authorized representatives of both parties. The Agreement will not be construed against either party as the purported drafter. The waiver by either party of a breach or violation of any provision of the Agreement will not operate as, or be construed to be, a waiver of any subsequent breach of the same or any other provision hereof. In the event any provision of the Agreement is held to be unenforceable for any reason, the unenforceability thereof will not affect the remainder of the Agreement, which will remain in full force and effect and enforceable in accordance with its terms. With respect to any unenforceable provision, the court shall deem the provision modified to the extent necessary, in such adjudicator's opinion, to render such term or provision enforceable, and the rights and obligations of the parties will be construed and enforced accordingly, preserving to the fullest permissible extent the intent and agreements of the parties set forth herein. Headings in this End User Access Agreement shall not be used to interpret or construe its provisions. The following order of precedence will be followed in resolving any inconsistencies between the terms of this End User Access Agreement and the terms of any Orders, exhibits, statements of work, or other documents: first, terms contained in an Order; second, the Sections 1 - 11 in of this End User Access Agreement, including any referenced URLs (which may give priority to Orders for certain purposes); and third, the terms of any other documents referenced in any of the foregoing. M&C Review Page I of 2 Official site of the City of Fort Worth, Texas ACITY COUNCIL AGEND F` H Create New From This M&C DATE: 5/9/2023 REFERENCE **M&C 23- LOG NAME: 04WORKIVA FINANCIAL NO.: 0350 REPORTING SOFTWARE CODE: C TYPE: CONSENT PUBLIC NO NO SUBJECT: (ALL) Authorize Execution of a Cooperative Purchase Agreement with Vertosoft LLC, for the Purchase and Implementation of Workiva Financial Reporting Software in an Amount Up to $250,000.00 and Two Additional Options to Renew using a Cooperative Agreement for the Information Technology Solutions Department and the Finanical Management Services Department RECOMMENDATION: It is recommended that the City Council authorize execution of a cooperative purchase agreement with Vertosoft LLC for the purchase and implementation of Workiva Government Financial Reporting Solution in an amount up to $250,000.00, using Texas Department of Information Resources DIR- TSO-4227, with two additional options to renew for the Information Technology Solutions Department and the Financial Management Services Department. DISCUSSION: The Financial Management Services Department (FMS) is responsible for the preparation and coordination of the City's Annual Comprehensive Financial Report. The current financial reporting software is at end of life for support and requires replacement. FMS engaged the Information Technology Solutions Department (ITS) to assist in a review of a replacement software platform. After the Departments' review, staff recommended replacing the current on premise software with a Software -as -a -Service platform known as Workiva. This Mayor and Council Communication (M&C) requests authorization to enter into a cooperative purchase agreement with Vertosoft LLC using Texas Department of Information Resources (DIR) cooperative purchasing contract DIR-TSO-4227 for the purchase and implementation of Workiva software. The implementation of Workiva will meet the City's financial reporting requirements and include streamlining processes, connecting data and teams, and ensure consistency and accuracy within a controlled, secure, audit -ready, cloud -based platform. COOPERATIVE PURCHASE - State law provides that a local government purchasing an item under a cooperative purchasing agreement satisfies State laws requiring that the local government seek competitive bids for purchase of the item. Cooperative contracts have been competitively bid to increase and simplify the purchasing power of local government entities across the State of Texas. SUCCESSOR CONTRACTS - In the event the DIR agreement is not renewed, staff would cease purchasing at the end of the last purchase agreement coinciding with a valid DIR agreement. If the City Council were to not appropriate funds for a future year, staff would stop making purchases when the last appropriation expires, regardless of whether the then -current purchase agreement has expired. The City will initially use the DIR contract to make purchases authorized by this M&C. The Cooperative Contract is set to expire on September 28, 2024. If DIR-TSO-4227 is extended, this M&C authorizes the City to purchase similar equipment and supplies under the extended contract. If DIR-TSO-4227 is not extended but DIR executes a new cooperative contract with Vertosoft LLC and with substantially similar terms, this M&C authorizes the City to purchase the equipment and supplies http://apps.cfwnet.org/council_packet/mc review.asp?ID=30977&councildate=5/9/2O23 5/9/2023 M&C Review Page 2 of 2 under the new DIR contract. If this occurs, in no event will the City continue to purchase goods and services under the new agreement for more than three (3) years without seeking Council approval. BUSINESS EQUITY - A goal is not assigned when purchasing from an approved purchasing cooperative or public entity. ADMINISTRATIVE CHANGE ORDER - An administrative change order or increase may be made by the City Manager up to the amount allowed by relevant law and the Fort Worth City Code and does not require specific City Council approval as long as sufficient funds have been appropriated. AGREEMENT TERM - Upon City Council's approval, this agreement will become effective and expire September 28, 2024 in accordance with the DIR contract. The agreement will renew on an annual basis thereafter. RENEWAL OPTIONS - This agreement may be renewed for up to two one-year renewal terms at the City's option. This action does not require specific City Council approval provided that the City Council has appropriated sufficient funds to satisfy the City's obligations during the renewal term. Funding is budgeted in the ITS Other General Government Department's ITS Capital Fund for the purpose of funding the FY23 Workiva ACFR Automation project as appropriated. FISCAL INFORMATION/CERTIFICATION: The Director of Finance certifies that funds are available in the current capital budget, as previously appropriated, in the ITS Capital Fund for the FY23 Workiva ACFR Automation project to support the approval of the above recommendation and execution of the agreement. Prior to an expenditure being incurred, the Information Technology Solutions Department has the responsibility to validate the availability of funds. TO Fund Department Account ' Project Program Activity Budget Reference # Amount ID ID Year (Chartfield 2) FROM Fund Department Account I Project Program Activity Budget Reference # Amount ID ID Year (Chartfield 2) Submitted for Citv Manager's Office bv: Valerie Washington (6192) Oriainatinci Department Head: Kevin Gunn (2015) Additional Information Contact: Donlen Ruffin (2017) ATTACHMENTS 04WORKIVA FINANCIAL REPORTING SOFTWARE funds availabilitv.Ddf (CFW Internal) FID Table Vertosoft Workiva FMS.XLSX (CFW Internal) Form 1295 2023-1004746.Ddf (CFW Internal) http://apps.cfwnet.org/council_packet/mc review.asp?ID=30977&councildate=5/9/2O23 5/9/2023